BOWATER INC
8-A12B/A, 1994-02-02
PAPER MILLS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                        FORM 8-A/A No. 1


        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
            PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


                         Bowater Incorporated              
     (Exact Name of Registrant as Specified in Its Charter)

             Delaware                           62-0721803       
(State of Incorporation or Organization)     (I.R.S. Employer
                                             Identification No.)
55 East Camperdown Way
P.O. Box 1028
Greenville, South Carolina                       29602           
(Address of Principal Executive Offices)       (Zip Code)


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class to            Name of Each Exchange on Which
    be so Registered:                   Each Class is to be 
                                     Registered:

The information previously set forth herein is deleted and
replaced with the following:

Depositary Shares, each representing      New York Stock Exchange 
 one-fourth of a share of 8.40% 
 Series C Cumulative Preferred Stock,
 par value $1 per share




SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                        (Title of class)
                              None

<PAGE>
                    INFORMATION REQUIRED IN 
                     REGISTRATION STATEMENT

ITEM 1:  Description of Registrant's Securities to be Registered.

     The information to be contained in the Company's Prospectus
to be filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended, with respect to the Company's registration
statement on Form S-3, File No. 33-51571 (the "S-3") under the
headings "Description of Capital Stock", "Description of Series C
Preferred Stock" and "Description of Depositary Shares" is
incorporated herein by reference.

ITEM 2:  Exhibits

     The information previously set forth herein is deleted and replaced 
with the following:

     1         Restated Certificate of Incorporation of the
               Registrant, as amended to date:  incorporated by
               reference to Exhibit 4.2 to the S-3.

     1.1       Form of Certificate of Designations, Preference and Rights
               of PRIDES, Series B Convertible Preferred Stock:
               incorporated by reference to Exhibit 4.3.1 to the
               S-3.

     1.2       Form of Certificate of Designations, Preference and Rights
               of Series C Cumulative Preferred Stock:
               incorporated by reference to Exhibit 4.3.2 to the
               S-3.

     2         Bylaws of the Company (incorporated by reference
               to Exhibit 3.3 of the Company's Registration
               Statement No. 33-11228).

     3         Rights Agreement between the Company and Morgan
               Guaranty Trust Company of New York (incorporated
               by reference to Exhibit 4 to Current Report of the
               Company on Form 8-K dated April 22, 1986,
               Commission File No. 1-8712).

     3.1       Addendum to Rights Agreement substituting The Bank
               of New York as successor Rights Agent
               (incorporated by reference to Exhibit 4.5A to
               Annual Report of the Company on Form 10-K for
               1988, Commission File No. 1-8712).

     4         Form of Deposit Agreement, by and among the Company, Trust
               Company Bank, as Depositary and the holders from
               time to time of the Depositary Receipts relating
               to the Company's Series C Cumulative Preferred
               Stock, together with form of Depositary Receipt as
               Exhibit A: incorporated by reference to Exhibit
               4.6.1 to the S-3.

<PAGE>

                         SIGNATURE


Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
amendment to registration statement to be signed on its behalf by
the undersigned, thereto duly authorized.


                                      BOWATER INCORPORATED

                                      By: /s/ David G. Maffucci

                                          Name: David G. Maffucci

                                          Title: Vice President - Treasurer

                                          Date: 2/1/94


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